ASSET SECURITIZATION CORPORATION,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996 MD VI
FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT
FIRST AMENDMENT, dated as of January 16, 1997 (this "First Amendment"), by
and among Asset Securitization Corporation, as depositor (the "Depositor"),
AMRESCO Management, Inc., as servicer (the "Servicer"), LaSalle National Bank,
as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent") to the Existing Agreement referred to below.
RECITALS
WHEREAS, the Depositor, the Servicer, the Trustee and the Fiscal Agent are
parties to a Pooling and Servicing Agreement, as amended, dated as of December
17, 1996 (the "Existing Agreement"); and
WHEREAS, (i) the Depositor has requested that the Existing Agreement be
amended as set forth herein to permit the sale of Class B-1 Certificates to
"accredited investors" within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended, that are not
Institutional Accredited Investors, and (ii) the Servicer has requested that
inconsistence with respect to the Floor Interest Reserve Account be clarified,
and the Servicer, the Trustee and the Fiscal Agent are willing to so amend the
Existing Agreement;
WHEREAS, the Depositor, the Servicer, the Special Servicer, the Trustee and
the Fiscal Agent agree that the amendment set forth herein, as evidenced by an
Opinion of Counsel attached hereto as Exhibit A, does not adversely affect in
any material respect the interests of any Certificateholder; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Depositor, the Servicer, the Trustee and the Fiscal Agent agree as follows:
SECTION 1. Section 3.27(b) of the Existing Agreement is hereby amended and
restated as follows:
"(b) On each Servicer Remittance Date relating to any Interest
Accrual Period ending in any February and on any Servicer Remittance
Date relating to any Interest Accrual Period ending in any January
which occurs in a year which is not a leap year, Trustee, in respect
of the Floor Agreements, shall deposit into the Floor Interest Reserve
Account an amount equal to one day's interest on the notional balance
of each Floor Agreement as of the Due Date occurring in the month
preceding the month in which such Servicer Remittance Date occurs at
the related Floor Rate, to the extent a full payment is made by the
Floor Counterparty (all amounts so deposited in any consecutive
January and February, "Floor Withheld Amounts")."
SECTION 2. Article V of the Existing Agreement is hereby amended by adding
a new subsection (m) as follows:
"(m) Notwithstanding Section 5.02(a)-(1) hereof, with respect to
the Class B-1 Certificates, the Trustee may register the transfer of
an Individual Certificate to an "accredited investor" within the
meaning of Rule 501(a) of Regulation D promulgated under the Act that
is not an Institutional Accredited Investor if, at the time of such
registration, arrangements have been made for the sale of such
Certificates if and when 45% or more of the aggregate principal
balance of the Mortgage Loans contained in the Trust Fund have been
defeased and, provided that, such sale may be required only if the
Class B-1 Certificates are not rated in one of the four highest
categories assigned long-term debt or an equivalent short-term
category (within either of which there may be sub-categories or
gradations indicating relative standing) by at least one nationally
recognized statistical rating organization.
SECTION 3. Conditions Precedent. This First Amendment shall become
effective on the date on which the Trustee shall have received the following
documents, each of which shall be satisfactory to the Trustee in form and
substance:
(a) this First Amendment, executed and delivered by a duly authorized
officer of the Depositor, the Trustee, the Fiscal Agent and the Servicer; and
(b) an Opinion of Counsel to the effect that the amendments set forth
herein do not adversely affect in any material respect the interests of any
Certificateholder.
SECTION 4 Limited Effect. Except as expressly amended and modified by this
First Amendment, the Existing Agreement shall continue to be, and shall remain,
in full force and effect in accordance with its terms.
SECTION 5 Definitions In Existing Agreement. Unless otherwise defined in
this First Amendment, capitalized terms used herein shall have the respective
meanings ascribed to such terms in the Existing Agreement.
SECTION 6 Counterparts. This First Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same instrument.
SECTION 7 Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(SIGNATURES COMMENCE ON THE FOLLOWING PAGE)
IN WITNESS WHEREOF, the Depositor, the Servicer, the Fiscal Agent and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized all as of the day and year first above written.
LASALLE NATIONAL BANK, ASSET SECURITIZATION CORPORATION,
as Trustee, Custodian, Certificate as Depositor
Registrar and Paying Agent
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------- -------------------------
Name: Xxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Title: Vice President
ABN AMRO BANK N.V., AMRESCO MANAGEMENT, INC.,
as Fiscal Agent as Servicer
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------- -------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Group Vice President Title: Senior Vice President
By: /s/Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
-------------------------- -------------------------
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Assistant Secretary and
Legal Counsel
EXHIBIT A
OPINION OF COUNSEL
